Chiesi Farmaceutici To Buy Rest Of Cornerstone Therapeutics At $9.50/share

(RTTNews) - Italian pharmaceutical company Chiesi Farmaceutici S.p.A. agreed Monday to acquire 42 percent of the outstanding common shares of Cornerstone Therapeutics, Inc. (CRTX) that it does not currently own for $9.50 per share. The deal is expected to close in the first quarter of 2014.

"We are excited to announce this transaction, which offers immediate and significant cash value to Cornerstone stockholders, and creates enhanced flexibility for Cornerstone to grow and prosper in the global marketplace. With the support of Chiesi, Cornerstone will help fulfill its mission to develop and commercialize innovative pharmaceutical solutions to improve the quality of human life," Chiesi CEO Ugo Di Francesco said in a statement.

The offer price of $9.50 represents a 2.5 percent discount over Cornerstone's closing share price of $9.74 on Friday. However, it represents a hefty 78 percent premium over Cornerstone's closing share price of $5.35 on February 15, the last trading day prior to Chiesi's initial written offer.

Chiesi already owns 58 percent of Cornerstone's outstanding common shares. The deal currently values the whole of Cornerstone at about $252 million.

The deal will help Chiesi to expand its operations in the U.S. by gaining 100 percent ownership of Cornerstone. It will also advance Chiesi's initiative to build a larger global presence.

Cornerstone is a specialty pharmaceutical company focused on commercializing products for the U.S. hospital and adjacent specialty markets. Chiesi said it will continue to promote Cornerstone's respiratory products, as it establishes a strong footprint in the special care market in the U.S.

"We are pleased to be able to provide employees with additional opportunities and customers with added benefits as part of a global company. Cornerstone has a solid foundation and we believe this is a natural step forward to achieve long-term success," Cornerstone CEO and Chairman Craig Collard stated.

The proposed deal has the approval of the special committee of the Cornerstone Board of Directors, as well as the boards of directors of both companies. The completion of the deal is primarily subject to approval of a majority of Cornerstone's stockholders, excluding Chiesi and Cornerstone's officers and directors.

Collard, who beneficially owns about 6 percent of Cornerstone's outstanding shares, has entered into a voting agreement to vote all of his shares in favor of the deal.

In Monday's regular trading session, CRTX is currently trading at $9.47, down $0.27 or 2.77% on a volume of 74,367 shares.